郭文贵破产案 · ORDER · ECF #3625

# **UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION**

| ------------------------------------------------------ | x | | |--------------------------------------------------------|-------------|-------------------------| | In re: | :<br>: | Chapter 11 | | HO WAN KWOK, et al., | :<br>: | Case No. 22-50073 (JAM) | | Debtors.1 | :<br>:<br>: | Jointly Administered | | ------------------------------------------------------ | x | |

# **APPLICATION OF CHAPTER 11 TRUSTEE FOR ENTRY OF ORDER, PURSUANT TO BANKRUPTCY CODE SECTIONS 327, 328, AND 330, BANKRUPTCY RULES 2014 AND 2016, AND LOCAL BANKRUPTCY RULES 2014-1 AND 2016-1, AUTHORIZING AND APPROVING RETENTION AND EMPLOYMENT OF ENSAFRICA (MAURITIUS) AS ATTORNEYS IN REPUBLIC OF MAURITIUS**

Mr. Luc A. Despins, in his capacity as the Chapter 11 Trustee (the "Chapter 11 Trustee") appointed in the above-captioned chapter 11 case (the "Chapter 11 Case") of Ho Wan Kwok (the "Debtor"), pursuant to sections 327, 328, and 330 of Title 11 of the United States Code (the "Bankruptcy Code"), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rules 2014-1 and 2016-1 of the Local Rules of Bankruptcy Procedure (the "Local Bankruptcy Rules") for the United States Bankruptcy Court for the District of Connecticut (the "Court"), files this application (the "Application") requesting entry of an order, substantially in the form attached hereto as **Exhibit A** (the "Proposed Order") authorizing his employment of ENSafrica (Mauritius) ("ENS") as attorneys in the Republic of Mauritius ("Mauritius"), including to instruct Mr. Patrice Doger de Speville, Senior Counsel, and William

¹ The Debtors in these chapter 11 cases are Ho Wan Kwok (also known as Guo Wengui, Miles Guo, and Miles Kwok, as well as numerous other aliases) (last four digits of tax identification number: 9595), Genever Holdings LLC (last four digits of tax identification number: 8202) and Genever Holdings Corporation. The mailing address for the Trustee, Genever Holdings LLC, and Genever Holdings Corporation is Paul Hastings LLP, 200 Park Avenue, New York, NY 10166 c/o Luc A. Despins, as Trustee for the Estate of Ho Wan Kwok (solely for purposes of notices and communications).

de Robillard, of Counsel (together, the "Barristers"),2 on the terms set forth in the engagement letter attached hereto as **Exhibit B** (the "Engagement Letter"). In support of this Application, the Chapter 11 Trustee submits the *Declaration of Thierry Koenig in Support of Application of Chapter 11 Trustee for Entry of Order, Pursuant to Bankruptcy Code Sections 327, 328, and 330, Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules 2014-1 and 2016-1, Authorizing and Approving Retention and Employment of ENSafrica (Mauritius) as Attorneys in Republic of Mauritius* (the "*Koenig* Declaration"), attached as **Exhibit C**, which is incorporated herein by reference. In further support of this Application, the Chapter 11 Trustee states the following:

#### **RELIEF REQUESTED**

1. By this Application, the Chapter 11 Trustee seeks entry of an order, substantially in the form of the proposed order filed herewith (the "Proposed Order"), authorizing and approving the retention and employment of ENS as the Chapter 11 Trustee's attorneys in Mauritius, effective as of September 17, 2024, to represent the Chapter 11 Trustee in connection with the conservatorship of Silver Bank Limited (the "Silver Bank") and to oppose the request of Himalaya International Clearing Limited ("HICL") to release funds nominally under HICL's name held in Silver Bank and to transfer the funds to Supreme Ebanq Fintech (SARAWAR) Berhad, which proceedings are pending in the Chambers Commercial Division of the Supreme Court of Mauritius (the "Mauritius Action") and related matters, including to instruct the Barristers in connection with the foregoing. As the Court is well aware, the Chapter 11 Trustee has filed an adversary proceeding, Adv. Proc. No. 24-5249, seeking a ruling from this Court that

² For the avoidance of doubt, the Barristers will be filing a separate application to be retained by the Trustee.

HICL is the *alter ego* of and equitably owned by Ho Wan Kwok, and that, therefore, the funds in HICL's account at Silver Bank are owned by the Trustee.

2. The Chapter 11 Trustee selected ENS as his attorneys based on ENS' familiarity with insolvency law, commercial litigation and financial disputes under Mauritius law.

#### **JURISDICTION, VENUE, AND STATUTORY BASES**

3. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the *Standing Order of Reference* from the United States District Court for the District of Connecticut. This is a core proceeding within the meaning of 28 U.S.C. § 157(b).

4. Venue in this District is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

5. The statutory bases for the relief requested herein are sections 327(a), 328(a), and 330 of the Bankruptcy Code, and, to the extent applicable, Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules 2014-1 and 2016-1.

#### **BACKGROUND**

6. On February 15, 2022 (the "Petition Date"), the Debtor filed with the Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code.

7. On March 21, 2022, the United States Trustee appointed an Official Committee of Unsecured Creditors (the "Committee") in the Debtor's Chapter 11 Case.

8. On June 15, 2022, the Court entered a memorandum of decision and order [Docket No. 465] (the "Trustee Order") directing the United States Trustee to appoint a chapter 11 trustee in the Chapter 11 Case. Pursuant to the Trustee Order, the United States Trustee selected Luc A. Despins as the Chapter 11 Trustee [Docket No. 514].

9. On July 8, 2022, the Court entered an order granting the appointment of Luc A. Despins as the Chapter 11 Trustee in the Chapter 11 Case [Docket No. 523].

#### **ENS' QUALIFICATIONS**

10. ENS is a joint venture law firm between De Comarmond & Koenig (a Mauritius law firm) and Edward Nathan Sonnenbergs Inc (a South African law firm). ENS holds a joint venture law firm license issued by the Attorney General's Office under the Law Practitioners. Act. It carries out its professional legal practice, across the African continent, under the name "ENSafrica". ENSafrica is Africa's largest law firm, having offices in several African countries. In Mauritius, the office of ENS is located at 18 Edith Cavell Street, Port Louis 11317 Mauritius. ENS has more than 200 years' experience and is the oldest law practice and largest firm of attorneys in Mauritius. ENS is recognized by top ranking agencies, as a Top Tiers and Band 1 Law Firm, for achieving consistently high standards for its work. Additionally, ENS has significant expertise across commercial law—as it acts for the largest banks, insurance companies, public listed conglomerates in Mauritius—and insolvency law, as it has been involved in the majority of large insolvencies matters in Mauritius.

#### **ANTICIPATED SERVICES**

11. The Chapter 11 Trustee anticipates that ENS will represent him in Mauritius with respect to all matters related to the Mauritius Action. Due to the specialized nature of the role of Mauritius attorneys, there will be no duplication of services arising from ENS' retention.

#### **COMPENSATION OF ENS**

12. ENS intends to apply to the Court for compensation for professional services rendered and for reimbursement of expenses incurred in connection with this Chapter 11 Case pursuant to sections 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, Local Bankruptcy Rule 2016-1, and any other applicable rules and orders with respect to this Chapter

11 Case. ENS will charge the Debtor for its legal services on an hourly basis at its regularly applicable hourly rates in connection with the services required in the Mauritius Action.

13. At present, the 2024 hourly rate of ENS are \$575 for Senior Attorneys, \$400 for Executives (Partners), \$300 for Senior Associates, and \$250 for Associates.3 ENS will also bill for out-of-pocket expenses made on behalf of the Debtor, including photocopying, postage and package deliveries, court fees, transcripts, witness fees, service fees, travel expenses, and computer-aided research.

14. The Debtor submits that ENS' hourly rates are reasonable, comparable to ENS' hourly rates for other engagements, and within the range of rates charged by comparably skilled professionals who offer the same services.

#### **ENS IS DISINTERESTED**

15. To the best of the Chapter 11 Trustee's knowledge in reliance upon the Koenig Declaration, and except as disclosed therein, ENS does not have any relationships with the Debtor, its creditors, or any other party-in-interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the United States Trustee.

16. More specifically, upon the basis of the Koenig Declaration, and except as disclosed therein, the Chapter 11 Trustee believes that: (a) ENS has no connection with the Debtor, his creditors, the U.S. Trustee, any person employed in the office of the U.S. Trustee, or any other party with an actual or potential interest in the Debtor or his respective attorneys or accountants; and (b) ENS and its employees (i) are not a creditors, equity security holders, or insiders of the Debtor or his affiliates, (ii) have not been, within two years before the Petition

³ The Chapter 11 Trustee is informed by ENS that, to the extent ENS appears in Mauritius court on behalf of the Chapter 11 Trustee, such services will be subject to value added tax at a rate of 15%. All other services to the Chapter 11 Trustee will not be subject to value added tax.

Date, a director, officer, or employee of the Debtor or his affiliates, and (iii) have not had any interest materially adverse to the interests of the Debtor's estate or any class of creditors or equity security holders by reason of any direct or indirect relationship to, connection with, or interest in the Debtor, or for any other reason. Therefore, the Chapter 11 Trustee believes that ENS is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as modified by section 1107(b).

17. Based on the Koenig Declaration, the Chapter 11 Trustee believes that ENS does not represent any adverse interest to unsecured creditors in connection with the Chapter 11 Case.

#### **BASIS FOR RELIEF REQUESTED**

18. The Chapter 11 Trustee requests to retain and employ ENS as his attorneys in Mauritius with respect to the Mauritius Action pursuant to section 327(a) of the Bankruptcy Code, which provides that a trustee, subject to the approval of the Court, may employ professional persons "that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the trustee in carrying out the trustee's duties under this title."

19. Under section 328(a) of the Bankruptcy Code, with bankruptcy court approval, a trustee may employ professional persons under section 327(a) of the Bankruptcy Code "on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis." 11 U.S.C. § 328(a).

20. Bankruptcy Rule 2014(a) provides that an application for retention include:

specific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant's knowledge, all of the [firm's] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee.

21. The Chapter 11 Trustee requires the services of attorneys in Mauritius to exercise his responsibilities. ENS will endeavor to avoid the duplication of efforts and provide services as efficiently as possible.

22. Accordingly, the employment of ENS as the Chapter 11 Trustee's attorneys, upon the terms set forth herein and in the Proposed Order, is reasonable and in the best interest of the Debtor's estate.

23. The Chapter 11 Trustee submits that ENS' rates are reasonable, comparable to rates for other engagements, and within the range of rates charged by comparably skilled professionals who offer the same services.

24. Local Bankruptcy Rule 2014-1 provides that if "an application to employ a professional is filed within thirty (30) days after the commencement of services provided by that professional, the application shall be deemed contemporaneously filed unless the Court orders otherwise." Accordingly, the Chapter 11 Trustee requests authority to retain and employ ENS effective September 17, 2024, which was the date that ENS began providing services to the Chapter 11 Trustee.

25. Finally, in the interest of full disclosure, the Chapter 11 Trustee notes that, pursuant to Section 14.1 of ENS' standard terms and conditions, the Chapter 11 Trustee would be waiving any claim that the estate may have against ENS beyond the amount actually recovered by ENS under its professional indemnity insurance policy in respect of such claim. The Chapter 11 Trustee has been advised by ENS that its insurance coverage is approximately \$87 million and that policy covers negligence, and, on that basis, the Chapter 11 Trustee is prepared to move forward with the engagement of ENS.

#### **NOTICE**

26. Notice of this Application has been given to the United States Trustee, the Debtor, the Committee, and, by electronic filing utilizing the Court's electronic filing ("CM/ECF") system, to all appearing parties who utilize the CM/ECF system.

### **NO PRIOR REQUEST**

27. No previous application for the relief requested herein has been made to this or any other Court.

[*Remainder of page intentionally left blank.*]

#### **CONCLUSION**

WHEREFORE, for the foregoing reasons, Luc A. Despins, the Chapter 11 Trustee,

requests that the Court enter an Order, substantially in the form of the Proposed Order filed

herewith, granting the Application, and authorizing the Chapter 11 Trustee's employment of

ENS as attorneys, and order such other and further relief as the Court deems just and proper.

Dated: October 2, 2024 Chapter 11 Trustee in Chapter 11 Case of Ho Wan Kwok

> */s/ Luc A. Despins* Luc A. Despins

# **UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION**

| ------------------------------------------------------ | x | | |---------------------------------------------------------|-------------|-------------------------| | In re: | :<br>: | Chapter 11 | | HO WAN KWOK, et al.,1 | :<br>: | Case No. 22-50073 (JAM) | | Debtors. | :<br>:<br>: | (Jointly Administered) | | ------------------------------------------------------x | | |

### **CERTIFICATE OF SERVICE**

The undersigned hereby certifies that on October 2, 2024, the foregoing Application was electronically filed. Notice of this filing was sent by e-mail to all parties to the above-captioned chapter 11 case by operation of the Court's electronic filing ("CM/ECF") system or by mail to anyone unable to accept electronic filing as indicated on the Notice of Electronic Filing. Parties may access this filing through the Court's CM/ECF system.

Dated: October 2, 2024 New York, New York

By: */s/ G. Alexander Bongartz* G. Alexander Bongartz (admitted *pro hac vice*) PAUL HASTINGS LLP 200 Park Avenue New York, New York 10166 (212) 318-6079 alexbongartz@paulhastings.com

*Counsel for Chapter 11 Trustee*

¹ The Debtors in these chapter 11 cases are Ho Wan Kwok (also known as Guo Wengui, Miles Guo, and Miles Kwok, as well as numerous other aliases) (last four digits of tax identification number: 9595), Genever Holdings LLC (last four digits of tax identification number: 8202) and Genever Holdings Corporation. The mailing address for the Trustee, Genever Holdings LLC, and Genever Holdings Corporation is Paul Hastings LLP, 200 Park Avenue, New York, NY 10166 c/o Luc A. Despins, as Trustee for the Estate of Ho Wan Kwok (solely for purposes of notices and communications).

Case 22-50073 Doc 3625 Filed 10/02/24 Entered 10/02/24 13:29:00 Page 11 of 41

# **EXHIBIT A**

**Proposed Order**

# **UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION**

| ------------------------------------------------------ | x | | |--------------------------------------------------------|-------------|-------------------------| | In re: | :<br>: | Chapter 11 | | HO WAN KWOK, et al., | :<br>: | Case No. 22-50073 (JAM) | | Debtors.1 | :<br>:<br>: | Jointly Administered | | ------------------------------------------------------ | x | |

# **[PROPOSED] ORDER (A) GRANTING APPLICATION OF CHAPTER 11 TRUSTEE FOR ENTRY OF ORDER, PURSUANT TO BANKRUPTCY CODE SECTIONS 327, 328, AND 330, BANKRUPTCY RULES 2014 AND 2016, AND LOCAL BANKRUPTCY RULES 2014-1 AND 2016-1, AUTHORIZING AND APPROVING RETENTION AND EMPLOYMENT OF ENSAFRICA (MAURITIUS) AS ATTORNEY IN REPUBLIC OF MAURITIUS**

Upon the application (the "Application")2 of Chapter 11 Trustee Luc A. Despins (the "Chapter 11 Trustee") in the above-captioned chapter 11 case (the "Chapter 11 Case"), for authority to retain and employ ENSafrica (Mauritius) ("ENS") as attorneys in the Republic of Mauritius ("Mauritius"), effective as of September 17, 2024, pursuant to sections 327, 328, and 330 of title 11 of the United States Code (the "Bankruptcy Code"), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rules 2014-1 and 2016-1 of the Local Rules of Bankruptcy Procedure for the United States Bankruptcy Court for the District of Connecticut (the "Local Bankruptcy Rules"), all as more fully set forth in the Application; and upon consideration of the Application and the Koenig Declaration; and this

1 The Debtors in these chapter 11 cases are Ho Wan Kwok (also known as Guo Wengui, Miles Guo, and Miles Kwok, as well as numerous other aliases) (last four digits of tax identification number: 9595), Genever Holdings LLC (last four digits of tax identification number: 8202) and Genever Holdings Corporation. The mailing address for the Trustee, Genever Holdings LLC, and Genever Holdings Corporation is Paul Hastings LLP, 200 Park Avenue, New York, NY 10166 c/o Luc A. Despins, as Trustee for the Estate of Ho Wan Kwok (solely for purposes of notices and communications).

² Capitalized terms used but not otherwise defined have the meanings set forth in the Application or the Koenig Declaration.

Court having jurisdiction to consider the Application and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference from the United States District Court for the District of Connecticut; and consideration of the Application and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found that (i) the relief requested in the Application is in the best interest of the Debtor's estate, its creditors, and all parties-in-interest, (ii) the legal and factual bases set forth in the Application and the Koenig Declaration, and the record of any hearing on the Application before this Court establish just cause for the relief granted herein, (iii) ENS is a "disinterested person," as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code, and (iv) ENS does not hold or represent an interest adverse to the Debtor's estate; and due and sufficient notice of the Application having been given under the particular circumstances; and it appearing that no other or further notice need be given; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED THAT:

1. The Application is granted as set forth herein.

2. The Chapter 11 Trustee is authorized to retain and employ ENS as his attorney in Mauritius effective as of September 17, 2024 on the terms set forth in the Application and the Koenig Declaration.

3. ENS is authorized to act as the Chapter 11 Trustee's attorneys, and to perform those services described in the Application.

4. The Estate shall be responsible for ENS' compensation and reimbursement of expenses with respect to the engagement.

5. The allowance of any compensation to be paid to ENS shall be determined in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, and Local Bankruptcy Rule 2016-1.

6. Allowance of any compensation for ENS shall be limited to the extent of services actually performed, and expenses actually incurred, as attorney for the Chapter 11 Trustee Luc A. Despins, and shall not include compensation for the performance of any of the trustee duties that are generally performed by a Chapter 11 trustee without the assistance of an attorney.

7. ENS shall provide no less than ten business days' notice to the Chapter 11 Trustee, the United States Trustee, and counsel to any official committee before any increases in the rates it charges are implemented and shall file such notice with the Court.

8. The Chapter 11 Trustee is authorized and empowered to take all actions necessary to effectuate the relief granted in this Order.

9. The requirements of the Local Bankruptcy Rules are satisfied by the contents of the Application.

10. To the extent the Application and Koenig Declaration are inconsistent with this Order, the terms of this Order shall govern.

11. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry.

12. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

Case 22-50073 Doc 3625 Filed 10/02/24 Entered 10/02/24 13:29:00 Page 15 of 41

# **EXHIBIT B**

**Engagement Letter**



# **MR. LUC DESPINS, TRUSTEE OF THE ESTATE OF HO WAN KWOK**

**17 September 2024**


2


Luc A. Despins, as Trustee for the Chapter 11 Estate of Ho Wan Kwok c/o Paul Hastings LLP 200 Park Avenue, New York, NY 10166

Email: [lucdespins@paulhastings.com](mailto:lucdespins@paulhastings.com)

Dear Mr. Despins,

### **RE : Himalaya International Clearing Limited**

Thank you for reaching out to us to to act for you, Mr Luc Despins ("**the Client**"), in your capacity as court-appointed Trustee for the chapter 11 estate of Ho Wan Kwok (the "**US Debtor**")**,** whose chapter 11 case is pending in the United States Bankruptcy Court for the District of Connecticut (the "**Bankruptcy Court**").

We would be pleased to assist the Client and to appear before the Supreme Court of Mauritius to intervene in the case before the Commercial Division *Himalaya International Clearing Limited v. Silver Bank Limited* scheduled on 17th September 2024 in order to take the necessary steps to (i) oppose the release of Himalaya International Clearing Limited (ʺ**HICL**ʺ) deposits in Sliver Bank Limited (**ʺSilver Bank**ʺ) to HICL, (ii) apply for and obtain recognition in Mauritius, as foreign representative of the US Debtor's estate (Mr. Ho Wan Kwok), and (iii) lodge any such action in your aforesaid capacity to vindicate the US Debtor's estate's rights to such funds should you prevail before the US Bankruptcy Court on the ownership issue.

We undertake to commit a team with the required levels of seniority and the right experience to ensure that you have, at all times, the highest quality of pragmatic legal services.

Our proposed team will be led by **Thierry Koenig** (Senior Attorney) with the assistance of **Vanesha Babooa-Bissonauth** (Executive). We may draw on additional resources, depending on the expertise required to ensure that this particular assignment is managed in a cost effective manner, without compromising speed or quality.


We shall be working in close collaboration with Patrice Doger de Speville (Senior Counsel) and his team of Barristers.

We understand that the Mauritius lawyers shall be liaising with Douglass Barron of Paul Hastings LLP in New York.

### **Introducing ENSafrica | Mauritius**

In today's competitive global market, to run a successful organisation it is crucial to have a legal partner who understands the importance of:

- fast turnaround times - differentiation - cost-effective solutions - limiting risk

**ENSafrica (Mauritius)** is a joint venture law firm between De Comarmond & Koenig, the oldest and largest firm of Attorneys in Mauritius and Edward Nathan Sonnenbergs Incorporated which carries out its professional services on a fully integrated basis with ENSafrica, Africa's No. 1 law firm.

In Mauritius, De Comarmond & Koenig, has its roots since **1820**. Historically it has been the standing legal adviser of the major commercial conglomerates of the island. It has by far the largest Litigation Team and is also the market leader in Banking, Finance, M&A, Corporate, Restructuration, and Insolvency.


What distinguishes **ENSafrica (Mauritius)** is not simply that it has the largest number of practitioners and teams but it is the only law firm in Mauritius which has a number of experienced practitioners and the leading lawyers having over 25 years practice.

It matters to us whether you achieve your organisational goals and we will find ways to ensure you do.

#### *Services we can offer*


# **FEE ESTIMATE**

Our fees, in accordance with international practice, are based on the number and level of the individuals required, the time taken and out-of-pocket expenses, having regard to the complexity and urgency of the task, the importance of the matter and the responsibility we carry.

Although pricing is obviously an important element to be taken into account, we prefer to place emphasis on quality, efficiency and in-depth knowledge on the domestic law, culture and practice, rather than price.

At this stage it is difficult to give a ball park figure and set a fixed fee to assist in budgeting. Please note that our standard hourly rates (excluding VAT) are as follows:

| Position | Rate (USD) | |---------------------|------------| | Senior Attorney | 575 | | Executive (Partner) | 400 | | Senior Associate | 300 | | Associate | 250 |

# **Assumptions and Conditions:**

This proposal is subject to the following assumptions and conditions.

- Any tax, financial, accounting, operational, technical, IT, insurance, employment, data and competition matters are excluded from the scope of works; - We shall not accrue fees and expenses outside the scope of work without your prior authorisation; - VAT will be charged at the rate prevailing at the time of invoice; - The Client shall furnish all the KYC required for our internal compliance with the Financial Intelligence and Anti Money Laundering Act and other applicable laws. - Notwithstanding anything herein to the contrary, payment in respect of the invoices shall be made in such amounts as may be allowed by the Bankruptcy Court on proper applications in accordance with the compensation procedures established and

required by the Bankruptcy Court. The required procedures shall be made promptly by the Client and in any event not later than 30 days from receipt of the invoice. Should for any reason the Bankruptcy Court takes more than 120 days from the date of application to grant its authorisation ENSafrica shall be entitled to stop the mandate. For the avoidance of doubt, neither Mr. Despins, in his personal capacity, nor Paul Hasting LLP shall be liable for compensation for services rendered or reimbursement of expenses.

• Notwithstanding anything herein to the contrary, all matters related to the payment and allowance of our fees and expenses, including with respect to payment from funds held in trust and/or any claimed right of set off, shall be decided by the Bankruptcy Court in accordance with the compensation procedures established and required by the Bankruptcy Court. Except to limited extent provided in the foregoing sentence, ENSafrica shall not submit to the jurisdiction of the United States of America or cause in any manner whatsoever ENSafrica to be subject to or have admitted the jurisdiction of United States of America.

#### **Additional information**

All work shall be conducted in accordance with our Standard Terms and Conditions, a copy of which is sent together with this fee proposal (**Annex 1**), subject to and as modified by the terms of this engagement letter.

We trust you will find the above satisfactory, and we look forward to working with you on this matter.

We wish to thank you again for the opportunity to assist you to protect the interest of the estate of the bankruptcy of Ho Wan Kwok.

Kindly do not hesitate to contact us should you have any questions or require additional information please do not hesitate to contact our lead relationship contact.


Case 22-50073 Doc 3625 Filed 10/02/24 Entered 10/02/24 13:29:00 Page 21 of 41

#### Relationship Partner


#### Thierry Koenig | Senior Attorney | Head of Country

+230 203 2820 +230 5729 9990 tkoenig@ENSafrica.com

18 Edith Cavell Street, Port Louis, 11302, Mauritius

#### ENSafrica (Mauritius)

per: Thierry Koenig SA

Acknowledged & accepted:

Signed: Ander 10 and the Name: Mr. Luc Despins, Cos Chergitter

Date: J.J ... / ST


Case 22-50073 Doc 3625 Filed 10/02/24 Entered 10/02/24 13:29:00 Page 22 of 41

# **EXHIBIT C**

**Koenig Declaration**

### UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION

| ============================================================================================================================================================================== | | | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------|--| | In re: | Chapter 11 | | | HO WAN KWOK, et al., | : Case No. 22-50073 (JAM) | | | Debtors. | : Jointly Administered | |

# DECLARATION OF THIERRY KOENIG IN SUPPORT OF APPLICATION OF CHAPTER 11 TRUSTEE FOR ENTRY OF ORDER, PURSUANT TO BANKRUPTCY CODE SECTIONS 327, 328, AND 330, BANKRUPTCY RULES 2014 AND 2016, AND LOCAL BANKRUPTCY RULES 2014-1 AND 2016-1, AUTHORIZING AND APPROVING RETENTION AND EMPLOYMENT OF ENSAFRICA (MAURITIUS) AS ATTORNEYS IN REPUBLIC OF MAURITIUS

I, Thierry Koenig, being duly sworn, do depose and say:

I am a qualified Law Practitioner under the Law Practitioners Act and enrolled 1.

before the Mauritius Supreme Court as an Attorney. I am the Managing Director and Country

Head of ENSafrica (Mauritius) ("ENS"), which is a licensed joint venture law firm under the

Law Practitioners Act and maintains its office at 18 Edith Cavell Street, Level 3-7, Port Louis,

Mauritius, and I make this declaration (the "Declaration") in support of the Application of

Chapter 11 Trustee for Entry of Order, Pursuant to Bankruptcy Code Sections 327, 328, and

330, Bankruptcy Rules 2016, and Local Bankruptcy Rules 2014-1 and 2016-1,

Authorizing and Approving Retention and Employment of ENSafrica (Mauritius) as Attorneys in

The Debtors in these chapter 11 cases are Ho Wan Kwok (also known as Guo Wengui, Miles Guo, and Miles Kwok, as well as numerous other aliases) (last four digits of tax identification number: 9595) Genever Holdings LLC (last four digits of tax identification number: 8202) and Genever Holdings Corporation. The mailing address for the Trustee, Genever Holdings LLC, and Genever Holdings Corporation is Paul Hastings LLP, 200 Park Avenue, New York, NY 10166 co Luc A. Despins, as Trustee for the Estate of Ho Wan Kwok (solely for purposes of notices and communications).

Republic of Mauritius (the "Application")} in connection with ENS' retention as attorneys in connection with the Mauritius Action, and related matters (the "Engagement"), including to including to instruct Mr. Patrice Doger de Speville, Senior Counsel, and William de Robillard, of Counsel (together, the "Barristers") in connection with the foregoing.

2. In relation to the Engagement, ENS' professional client is the "Estate") of Ho Wan Kwok (the "Debtor") in his above-captioned chapter 11 case (the "Chapter 11 Case"). In relation to the Engagement, ENS will seek to recover ENS' fees from the Estate, and I will file fee applications in the Chapter 11 Case on ENS' behalf.

3. I started my Articles an Attorney Clerc with De Comarmond & Koenig in 1978. I received a Maitrise en Droit from the University of Aix Marseille - Reunion in 1984, and was admitted to practice as an Attorney in Mauritius in 1986. I was made Senior Attorney by Letters Patent from the President of the Republic in 2010, and am the first lawyer on the African continent to have been selected to become member of the International Association of Defence Counsel (IADC). Additionally, I served as the President of The Mauritius Law Society between 2020 and 2022, chaired the committee for the review of the Securities (Takeover) Rules, and was appointed by the Chief Justice to sit on the Council of Vocational Legal Education (CVLE) for over 7 years. Currently, I sit on the Law Reform Commission (LRC) as well as on the Institute of Judicial and Legal Studies (IJLS). My experience encompasses, among other things, corporate matters, insolvency, banking and financing and as well as complex commercial litigation and arbitration, including a wide experience in enforcement of securities.

4. ENS will file applications for compensation of professional services rendered and for reimbursement of expenses incurred in connection with the Engagement pursuant to sections

² Capitalized terms used but not otherwise defined have the meanings set forth in the Application.

330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, Local Bankruptcy Rule 2016-1, and any other applicable rules and orders with respect to this Chapter 11 Case.

5. J ENS will charge our hourly billing rates in connection with the Engagement. At present, the the 2024 hourly rate of ENS are \$575 for Senior Attorneys, \$400 for Executives (partners), \$300 for Senior Associates, and \$250 for Associates. ENS may also bill the Estate for any out-of-pocket expenses made on behalf of the Chapter 11 Trustee, including photocopying, postage and package deliveries, court fees, transcripts, witness fees, travel expenses, and computer-aided research.

6. S To the best of my knowledge and belief after due inquiry, ENS is a "disinterested person" within the meaning of section 101(14) of the United States Code (the "Bankruptcy Code") in that ENS and its employees:

- are not creditors, equity security holders, or insiders of the Debtor; a. - b. are not, and were not within two years before the date of filing of the Debtor's petition, directors, officers, or employees of the Debtor; and - do not have an interest materially adverse to the interest of the Debtor's C. estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason.

7. I attach to this Declaration, as Schedule 1, a consolidated list of parties in interest in connection with the Chapter 11 Case (the "Interested Parties") that has been produced by Paul Hastings and provided to ENS before my signing this Declaration that I am informed includes:

> a. parties listed as creditors, executory contract counterparties, and codebtors on the Debtor's Schedules D, F, G, and H [Docket No. 78];

- b. parties listed on the Debtor's Statement of Financial Affairs ("SOFA") [Docket No. 77], including (i) as recipients of payments within 90 days prior to the filing of the Chapter 11 Case (SOFA Part 3, Question 6); (ii) parties involved in litigation in which the Debtor is a party (SOFA Part 4, Question 9); and businesses owned by the Debtor (SOFA Part 11, Question 27). - c. parties and counsel filing notice of appearances in the Chapter II Case; - d. the Court and personnel of the office of the United States Trustee; and - e. other parties in interest that I have become aware of as a result of the Chapter 11 Trustee's ongoing investigation of the Debtor's assets.

ENS has conducted reasonable checks of the Interested Parties against our records and data, and has determined that to the best of our knowledge and belief, the ENS does not have any relationship or connection with the Interested Parties, subject to the following exceptions:

- a. The following banks and financial institutions are clients of ENSafrica, which has offices in several African jurisdictions, including Mauritius, and is financially fully integrated: - i. Barclays Bank PLC; - Bank Of China; ii. - Citibank; iii. - iv. HSBC Bank USA; - v. Standard Chartered Bank; - vi. Wells Fargo Bank, N.A .; and - vii. UBS AG;

b. The following large companies and firms are clients of ENSafrica:

- i. Amazon Web Services LLC; - ii. Amazon Web Services, Inc .; - iii. Amazon.Com Inc .; - iv. Ernst & Young LLP; - v. Meta Platforms Inc .; - vi. Spotify Technology S.A .; and - vii. Spotify USA, Inc. - c. ENSafrica, being a pan-African law firm of over 220 partners and 1,000 lawyers

have assisted numerous law firms across the word on ad hoc legal matters. As

such ENSafrica, has assisted the following law firms:

- i. DLA Piper LLC US; - ii. Faegre Drinker Biddle & Reath LLP; - iii. Hogan Lovells International LLP; - iv. Herbert Smith Freehills New York LLP; - Greenberg Traurig, LLP ; v. - vi. K&L Gates LLP; - vii. Michcon de Reya LLP; - viii. Paul, Weiss, Rifkind, Wharton & Garrison LLP; - ix. Pillsbury Winthrop Shaw Pittman LLP; - x. Sidley Austin LLP; - xı. Troutman Pepper Hamilton Sanders LLP; - xii. Wedlake Bell LLP; and - xiii. Womble Bond Dickinson (US) LLP.

Each of the relationships identified in the foregoing sub-clauses a., b., and c. are unrelated to the Debtor and the Chapter 11 Case.

8. While ENS have made a diligent effort to ascertain the identity of any

connections or potential conflicts with the Interested Parties, to the extent that any additional

information comes to light, ENS will review, disclose, and resolve any conflict or adverse

interests that may appear.

9. Based on the foregoing, insofar as I have been able to ascertain based on the

information currently available to me: (a) ENS has no connection with the Debtor, his creditors,

the U.S. Trustee, any person employed in the office of the U.S. Trustee, or any other party with

an actual or potential interest in the Debtor or his respective attorneys or accountants; and

(b) (i) neither ENS nor its employees are creditors, equity security holders, or insiders of the

Debtor or his affiliates, (ii) neither ENS nor its employees have been, within two years before the Petition Date, a director, officer, or employee of the Debtor or his affiliates, and (iii) neither ENS nor its employees have any interest materially adverse to the interests of the Debtor's estate or any class of creditors or equity security holders by reason of any direct relationship to, connection with, or interest in the Debtor, or for any other reason. Therefore, I understand from my discussions with Paul Hastings that this means ENS is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as modified by section 1107(b).

10. I further understand from such discussions that Appendix B of the U.S. Trustee Guidelines (the "Larger Case Guidelines") does not apply in this Chapter 11 Case, because the Debtor's petition does not list \$50 million or more in assets and \$50 million or more in liabilities. In particular, I am informed that the Debtor estimated the value of his assets between \$50,001 and \$100,000.

11. In the interest of providing maximum disclosure, and notwithstanding my position concerning the inapplicability of the Larger Case Guidelines, I provide the following response on behalf of ENS to the request for information set forth in Paragraph D. 1. of the Larger Case Guidelines:

> Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement?

Answer: No.

- Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? - Answer: No. - Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the

prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference.

- Answer: Not applicable. ENS has not previously represented the Chapter 11 Trustee. - Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period?

Answer: Not applicable.

12. ENS has neither shared nor agreed to share with any other person compensation

received in connection with the Engagement, except as is permitted by §504(b)(1) of the

Bankruptcy Code.

13. I consent that the following language may be included in any order by the Court

approving the Chapter 11 Trustee's application in connection with my instruction in connection

with the Engagement.

Allowance of any compensation for ENS shall be limited to the extent of services actually performed, and expenses actually incurred, as attorneys instructed to act on behalf of the Chapter 11 Trustee Luc A. Despins, and shall not include compensation for the performance of any of the trustee duties that are generally performed by a Chapter 11 trustee without the assistance of an attorney.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury under the laws of the

United States that the above statements are true and correct.

Dated: September 30, 2024, at Port Louis, Republic of Mauritius

Thierry Koenig

#### Schedule 1

#### SCHEDULE OF PARTIES IN INTEREST - IN RE KWOK

#### 20 LARGEST UNSECURED CREDITORS

PACIFIC ALLIANCE ASIA OPPORTUNITY GOLDEN SPRING NEW YORK RUI MA CHENG JIAN WU JIAN SHE NING YE GUO BAOSHENG YAN LAN & WU ZHENG HONG QI QU NAN TONG SI JIAN JIAN GONG YAN ZHAO YUA HUA ZHUANG SHI LIEHONG ZHUANG/XIAO YAN ZHU WEICAN MENG/BOXUN INC. SAMUEL NUNBERG LAMP CAPITAL LLC JUN CHEN AKA JONATHAN HO YUE HUA ZHU SHI XIONG XIAN WEI YE HUIZEN WANG

#### DEBTOR, FAMILY MEMBERS, AND CERTAIN RELATED ENTITIES

HO WAN KWOK (A.K.A MILES GWOK, MILES GUO AND WENGUI GUO) HING CH NGOK/YUE QINGZHI QIANG GUO (A.K.A. MILESON GUO) MEI GUO/MEI GUI HK INTERNATIONAL FUNDS INVESTMENTS (USA) LIMITED, LLC BRA VO LUCK LIMITED GENEVER HOLDINGS CORPORATION GENEVER HOLDINGS LLC

#### BANKRUPTCY JUDGE AND U.S. TRUSTEE PERSONNEL

HONORABLE JULIE A. MANNING WILLIAM HARRINGTON KIM L. MCCABE HOLLEY CLAIBORN JOSEPH H. FLAMINI ERIN HOGAN STEVEN MACKEY FRANK MARINO JENNIFER J. MOREY NICOLE NEELY SHARON WARNER JOHN GERVAIS